forest oil - sabine merger presentation - final

Combination of Sabine Oil & Gas LLC and

Forest Oil Corporation

May 6, 2014

Forward Looking Statements

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed transactions, New Forest Oil Inc. (which will be renamed Sabine Oil & Gas Corporation as of the closing of the proposed transaction) (“Holdco”) intends to file with the SEC a registration statement on Form S-4 that will include the proxy statement of Forest Oil Corporation that also constitutes a prospectus of Holdco. Each of Holdco and Forest Oil Corporation also plan to file other relevant documents with the SEC regarding the proposed transactions. INVESTORS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Holdco and Forest Oil Corporation with the SEC at the SEC’s website at www.sec.gov. You may also obtain these documents by contacting Holdco or Forest Oil Corporation at Forest Oil Corporation’s Investor Relations department at www.forestoil.com or by email at [email protected].

PARTICIPANTS IN THE SOLICITATION

Holdco, Forest Oil Corporation, Sabine Oil & Gas LLC and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about Forest Oil Corporation’s directors is available in Forest Oil Corporation’s proxy statement filed with the SEC on March 26, 2014, for its 2014 annual meeting of shareholders, and information about Forest Oil Corporation’s executive officers is available in Forest Oil Corporation’s Annual Report to shareholders filed with the SEC on February 26, 2014. Information about Sabine Oil & Gas LLC’s directors and executive officers was filed by Sabine Oil & Gas LLC with the SEC on May 6, 2014 pursuant to Rule 14a-12 promulgated under the Securities Exchange Act of 1934. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transactions when they become available. Investors should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Holdco or Forest Oil Corporation using the sources indicated above.

This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements concerning the proposed transactions, its financial and business impact, management’s beliefs and objectives with respect thereto, and management’s current expectations for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,” and any similar expressions or other words of similar meaning are intended to identify those assertions as forward-looking statements. It is uncertain whether the events anticipated will transpire, or if they do occur what impact they will have on the results of operations and financial condition of Holdco, Forest Oil Corporation or Sabine Oil & Gas LLC. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including but not limited to the ability of the parties to satisfy the conditions precedent and consummate the proposed transactions, the timing of consummation of the proposed transactions, the ability of the parties to secure regulatory approvals in a timely manner or on the terms desired or anticipated, the ability of Holdco to integrate the acquired operations, the ability to implement the anticipated business plans following closing and achieve anticipated benefits and savings, and the ability to realize opportunities for growth. Other important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in the documents filed with the SEC by Holdco or Forest Oil Corporation from time to time, including Forest Oil Corporation’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. For additional information on the risks and uncertainties that could impact Sabine Oil & Gas LLC’s business and operations, please see the Annual Report posted to the investor relations section of its web site at www.sabineoil.com. The forward-looking statements included in this document are made only as of the date hereof. None of Holdco, Forest Oil Corporation nor Sabine Oil & Gas LLC undertakes any obligation to update the forward-looking statements included in this document to reflect subsequent events or circumstances.

1

» All-stock strategic combination between Sabine Oil & Gas LLC (“Sabine”) and Forest

Oil Corporation (“Forest” or “FST”) under a newly incorporated public holding

company, Sabine Oil & Gas Corporation (“SABO”), expected to be listed on the NYSE

» Company headquarters – Houston, Texas

» Each Forest share to be exchanged for 0.1 shares of SABO

• Designed to replicate a 10 for 1 reverse stock split

» Former Sabine unitholders to own 73.5% of pro forma shares

» Former Forest shareholders to own 26.5% of pro forma shares

» Board representation proportional to ownership interest

• 6 current Sabine directors, 2 current Forest directors

• C-Suite Team from Sabine

• David Sambrooks – Chairman and Chief Executive Officer

• Shane Bayless – Chief Financial Officer

• Todd Levesque – Chief Operating Officer

» Approval by Forest shareholders

» Customary regulatory approvals

» Closing expected in late Q3 / early Q4

Transaction Summary

2

Transaction

Overview

Consideration

Board /

Management

Key Conditions /

Timing

» Extensive overlap in top two asset areas: East Texas and Eagle Ford

» Creates a leading East Texas position of ~207,000 net acres

• Compelling inventory of high return, liquids-rich Cotton Valley Sand opportunities

• Significant inventory of Haynesville drilling opportunities with compelling current economics and

significant upside value

» Complementary positions in the Eagle Ford, creating significant scale of ~65,000 net acres

• Sabine’s Eagle Ford results top 10% in the industry in 2013

» Combined 12/31/13 proved reserves of 1.5 Tcfe (71% gas) and 2014E production of ~345 Mmcfed

(65% gas) based on respective company guidance

» Substantial production and cash flow growth

• Over 20% pro forma 2014E production growth

» Cost savings from reduced overhead and streamlined operations

» Ability to optimize capital allocation on $800 - $825 million capital program

» Will apply top tier operational results across portfolio

» Liquidity to fund drilling program through 2015 without accessing capital markets

» Clear path to improving balance sheet through property divestments and optimized capital

allocation - to be implemented as a top priority

» First Reserve, an energy-focused private equity firm, remains a controlling shareholder

Strategic Rationale

3

Complementary

Asset Positions

Scale and

Growth

Operating

Synergies

Capitalization

Leadership

4

David SambrooksChief Executive Officer

• Former Vice President and General Manager of Devon Energy Corporation's Southern Division and

prior to that, their International Division

• Over his thirty-four years of experience, held various executive, business development and

engineering positions with Sun Oil Company / Oryx Energy and Santa Fe Energy Resources / Santa Fe

Snyder Corporation

• Bachelor of Science degree in Mechanical Engineering from the University of Texas at Austin and a

Master of Business Administration from the Executive Program at the University of Houston

Shane BaylessExecutive Vice President and

Chief Financial Officer

• Former Executive Vice President - Chief Financial Officer and Treasurer with Petrohawk Energy

• Over his twenty-four years of experience, held various executive and senior positions with 3TEC

Energy, Encore Acquisition Company, Hugoton Energy and Ernst & Young

• Bachelor of Science in Accounting from Wichita State University and a Certified Public Accountant

Todd LevesqueExecutive Vice President and

Chief Operating Officer

• Previously served as Senior Vice President of Engineering and Development of Sabine

• Over his twenty-two years of experience, held various engineering and management positions with

Devon/Ocean Energy, Burlington Resources and Amerada Hess

• Bachelor of Science degree in Petroleum Engineering from Texas A&M University

» The combined company’s management team has been together since Sabine’s formation in 2007, delivering top-

tier well results and production/cash flow/asset growth

T E X A S

O K L A H O M A

L O U I S I A N A

M I S S I S S I P P I

Sabine Acreage Forest Acreage

Complementary Asset Footprints

5

1 Daily production representative of 1Q 2014 production

2 Does not include additional acreage in North Louisiana or ~71,000 DK exploratory net acres in East Texas

Map of Acreage Position(1)

• ~64,500 net acres

• 74 Mmcfe/d (31% gas)

Gonzales

DeWitt

Lavaca

Karnes

Wilson

Eagle Ford

A R K A N S A S

Arkoma

Mississippi

• ~207,000 net acres(2)

• 178 Mmcfe/d (81% gas)

PanolaDe Soto

Caddo

Rusk

Gregg

Smith

Cherokee

UpshurMarion

Harrison

East Texas

Combined Total

» ~424,000 net acres

» ~290 Mmcfe/d

current production

(67% gas)

» 1,464 Bcfe proved

reserves (61% PD;

71% gas)

» Creates one of the

largest East Texas

positions with

concentrated and

contiguous acreage

Granite Wash


• 15 Mmcfe/d (29% gas)

Permian Basin


• No material production


• 22 Mmcfe/d (100% gas)


• No current production

Pro Forma Asset Profile

6

FY2014E Production GuidanceProved Reserves (1) Acreage (in thousands)

81

142

22344

78

122

125

220

345

0

50

100

150

200

250

300

350

Forest Sabine Pro Forma

Gas Oil & NGLs

103 104

207

59

59

25

40

65

34

34

60

60

247

178

424

0

100

200

300

400

500


East Texas Ark-La-Tex Eagle Ford

North Texas Permian

Bcfe Mmcfe/d Net acres

455

588

1,043170

251

421

625

839

1,464

0

200

400

600

800

1,000

1,200

1,400

1,600


Gas Oil & NGLs

(70%)

(30%)

(73%)

(27%)(71%)

(29%)

(65%)

(35%)

(35%)

(65%)

(65%)

(35%)

1 As of 12/31/13

2 Per current guidance

3 Represents combination of current standalone guidance from Forest and Sabine management

4 Does not include additional ~71,000 DK net acres in East Texas

5 Excludes East Texas acreage

(2) (3)

(4) (5)

(2)

Pro Forma Asset Profile Versus Comps

7

2014E Production(2)Proved Reserves(1)

4,966

4,344

3,614

1,671

1,464

1,124

839 818

625 609 585 534

352

0

1,000

2,000

3,000

4,000

5,000

WPX QEP UPL ROSE SABO

PF

XCO Sabine PVA FST CRZO CRK JONE SN

Bcfe

1,247

806

677

387 380 345

220 187 175

152 134 133 125

0

200

400

600

800

1,000

1,200

1,400

WPX QEP UPL XCO ROSE SABO

PF

Sabine CRK CRZO PVA JONE SN FST

MMcfe/d

» Combined company gains significant scale; aligns with gas-weighted peers with focus on East Texas

134% proved reserve increase

to Forest

176% 2014E production increase

to Forest

% Gas 75% 61% 94% 40% 71% 90% 70% 39% 73% 31% 77% 44% 11%

1 Per company press releases and SEC filings. Reserves data includes most recent information released by listed companies

2 Peers 2014E production per FactSet estimates. Sabine and Forest 2014E production per Sabine and Forest guidance

3 Percent gas per latest daily production from company press releases and SEC filings

(3)% Gas 79% 63% 93% 89% 37% 67% 67% 74% 42% 32% 48% 13% 68%

Industry Leading East Texas Position

8

Acreage Location Asset Overview

» Combination creates large, contiguous acreage position providing critical mass in

region

» Evolving completion techniques, lower costs and improving gas prices leading to

better economics and increased activity

» Multi-play basin with opportunities in the Cotton Valley (multiple benches),

Haynesville, Bossier, Pettet and Travis Peak

» 2013 Combined Cotton Valley Sand Program – 11 wells

» 2013 Sabine Haynesville Program – 7 wells

» 2014 Plans

• Currently running four rigs in liquids-rich Cotton Valley play

• Test new Haynesville well design, $700k potential capital savings

• Evaluating drilling program for combined company, potential for increased

activityEast Texas has been a core asset for Sabine and Forest. With current gas prices and increased activity, this area will provide significant production and reserve growth.


(1)

1 Strip pricing as of 4/29/14

Program Economics

$4/$90 Strip

Rate of Return 27% 36%

PV10 per well ($ millions) $4.3 $5.6

F&D ($/mcfe) $1.23

Commodity Pricing

Program Economics

$4/$90 Strip



F&D ($/mcfe)

Commodity Pricing

$1.54

(1)

24-hr IP (Mmcfe/d) 11.0

30-day IP (Mmcfe/d) 9.5

% Liquids 34%

EUR (Bcfe) 9.2

Well Cost ($ millions) $8.8

24-hr IP (Mmcfe/d) 10.4

30-day IP (Mmcfe/d) 9.7

% Liquids 7%

EUR (Bcfe) 8.0


Texas

5

239 13

56

2237 24

10 3218 51 6 21

47 3174 6 11

10 9 10 10 8 58

-

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

A B C D E F G H I J K L M N O P Q R S T U V W

0

10

20

30

40

50

60

70

80

90

Avg

. 12

Mo

nth

Cu

m, M

mcf

e

(# of wells)

Sabine

Total

Program

FST

Total

Program

Sabine

2013FST

2013

30211 148 269

193 106 23

717

105 577

77 2049 24 20

45 103 8 4 5 85 11

39 4

14

A B C D E F G I J K L M N O P Q R S T U V W X

-

500

1,000

1,500

2,000

2,500

Avg

. 12

Mo

nth

Cu

m, M

mcf

e

Sabine

Total

Program

Sabine

2013

FST

Total

Program

Industry Leading Performance

9

Cotton Valley

» Advanced completion design relative to most in

industry, improving well performance

• Incorporated Haynesville designs into CV

completion

• Higher perf cluster density

• Tighter frac stage spacing

• Higher fluid and proppant volumes

» Plan to apply Sabine’s completion design across

combined company

» Experience: With almost 70 CV completions

combined, knowledge to high-grade acreage

Haynesville

» Latest Sabine performance on-par with NLA

Haynesville “core” – with lower cost structure

» Tighter perf clusters, frac stages, utilizing

“zipper” fracs

» Higher stimulation volumes

• More economical proppant, reduced

chemical usage has offset cost impact of

larger stimulations

» Deeper landing point in reservoir, contacts

more rock

Note: Industry results represent entire Cotton Valley and Haynesville plays, respectively.

Top Industry Operators – Cotton Valley

Top 25 Operators - Haynesville

Source: HPDI Data for industry wells. Internal production estimates for Forest and Sabine

(# of wells)

(# of wells)

Significant Eagle Ford Position

10

Acreage Overview Asset Overview

» Sabine’s results have extended the best part of the Eagle Ford

trend further northeast, with results comparable to core players

» Sabine acreage is generally in the gas-condensate window

• Higher pressures and gas reservoirs improve recoveries

• Best wells are in this part of the hydrocarbon envelope

» Forest acreage subject to Schlumberger agreement whereby

Schlumberger receives a 50% working interest in Forest’s Eagle

Ford assets in exchange for a $90 million drilling carry

• $29 million of carry remaining as of 12/31/13

» Leveraging experience from Haynesville resource development and

targeting of Upper Eagle Ford to generate superior results

» 2013 Sabine Shiner Area Eagle Ford Program – 10 wells

» 2014 Plans

• Currently operating four rigs in DeWitt/Lavaca and two rigs in

Gonzales

• Greater scale allows for combined company to evaluate

opportunity to shift more capital to East Texas

Devon (former GeoSouthern)

Penn Virginia

Sabine acreage borders Devon and Penn Virginia, with comparable results. Devon/GeoSouthern sale and recent PVA stock rally are additional positive indications of industry/market view of this part of Eagle Ford play.

Sabine Shiner Area

Sabine Sugarkane Area



(1)

Program Economics

$4/$90 Strip



F&D ($/boe)

Commodity Pricing

$19.29

24-hr IP (Boe/d) 1,772

30-day IP (Boe/d) 1,331

% Liquids 78%

EUR (Mboe) 723


Texas

198

140280

26185 2 223 374

57

189 176 91 35416

83 10 791 7 112 55 578 49 28 173 14

0

100

200

300

400

500

600

700

800

900

A B C D E F G H I J K L M N O P Q R S T U V W X

-

50

100

150

200

250

Av

g.

12

Mo

nth

Cu

m,

Mb

oe

(6:1

)

Sabine

198

374280

26 140 189 35416

83 791 7 5514 223 2 10 100 222 43 57 12 578 173 43 8

0

100

200

300

400

500

600

700

800

900

A B C D E F G H I J K L M N O P Q R S T U V W X

-

20

40

60

80

100

120

140

160

180

Av

g.

12

Mo

nth

Cu

m,

Mb

oe

(2

0:1

)

Sabine

Eagle Ford Performance

11

» In northern DeWitt and Lavaca counties, Sabine has

validated that the upper Eagle Ford has excellent

productivity

» Also unique to industry, Sabine brought its Haynesville

completion experience to the Eagle Ford

• Tighter perf cluster, frac stage spacing

• Hybrid fluid design with emphasis on high volumes of

slick water

• Lower strength proppant to reduce cost

• Less expensive proppant and reduced chemicals

helps offset cost of additional stimulation volumes

» Optimal landing point coupled with significant

stimulated rock volume translates into shallower

production declines

• Operators in Lower Eagle Ford tout higher 24-hour

IP’s, but first year production for Sabine wells is

comparable

Note: Industry results represent entire Eagle Ford Play

Source: HPDI Data for industry wells. Internal production estimates for Sabine

Top 25 Operators

Top 25 Operators

(# of wells)

(# of wells)

High Return Granite Wash Position

12

Acreage Overview Asset Overview

» Sabine operates ~ 33,500 net acres in oil window of play, shallowest

part of Granite Wash trend

• Outstanding productivity, with 8 of 17 horizontals producing (or

projected to produce) in excess of 200 Mboe in first year

• Two recent wells projected at 300-350 Mboe in first year

(~ 60% oil)

• Two years of identified drilling locations, with potential for up to

200 locations depending on western delineation results

• Wells to date have exhibited extremely strong economics, often

paying out in under a year

» Sabine is currently testing the western extent of the Granite Wash,

which could represent material upside to the inventory count on this

position

» Sabine 2013 Program Results – 5 wells

» 2014 Plans

• 2014 development plan: Running 2 rigs, balance of low-risk

development locations with measured step-out tests to the west

Mesa Vista and Lard Ranch have been extensions on-trend with several large Granite Wash developments. With the shallower depth, Mesa Vista also has a higher oil content.


(1)

Program Economics

$4/$90 Strip

Rate of Return >100% >100%


F&D ($/boe)

Commodity Pricing

$15.20

24-hr IP (Boe/d) 1,561

30-day IP (Boe/d) 1,142

% Liquids 76%

EUR (Mboe) 674


Texas

Lard Ranch Field (2005)

Cum: 13.9 MMBOE (21% Oil)

Hemphill Field (1963)


Mendota Field (1964)


Buffalo Wallow Field (1969)


Stiles Ranch Field (1979)


Mesa Vista (2011)

Cum: 2 MMBOE (49% Oil)

($ in millions) Q1 2014 Q1 2014Sabine Forest Pro Forma

Cash $1 $48 $49

Revolving Credit Facility $355 - $376

2nd Lien Term Loan due 2018 650 - 650

Senior Unsecured Notes due 2017 350 - 350

Senior Unsecured Notes due 2019 - $578 -

Senior Unsecured Notes due 2020 - 222 -

New Senior Notes - - 850

Total Debt $1,355 $800 $2,226

Book Equity 199 35 365

Total Book Capitalization $1,554 $835 $2,592

LTM 3/31/14 EBITDA $313 $169 $482

Proved Reserves (Bcfe) 839 625 1,464% Liquids 30% 27% 29%

Proved Developed Reserves (Bcfe) 466 414 881

Latest Daily Production (Mmcfe/d) 185 105 290

Credit Statistics

Debt / LTM EBITDA 4.3x 4.7x 4.6xDebt / Proved Reserves ($/mcfe) $1.61 $1.28 $1.52

Debt / PD Reserves ($/mcfe) $2.91 $1.93 $2.53

Debt / Latest Daily Prod. ($/mcfe/d) $7,339 $7,609 $7,683

Liquidity

Cash $1 $48 $49

Revolver Borrowing Base $700 $300 $1,000Amount Drawn (355) 0 (376)

Total Liquidity $346 $348 $673

Financing Highlights and Pro Forma Capitalization

13

Capitalization Table

» New RBL facility

» Assumes Sabine’s 2nd lien and bonds remain in

place

• Will monitor markets to opportunistically

refinance all or a portion of these

» Forest bonds subject to change of control put at

101; if put, issue new Senior Notes (or use cash or

RBL) for put amount but plan to tender for bonds

with newly issued Senior Notes (and/or cash or

RBL) at closing or amend bonds to remove change

of control put

» Committed bridge facility backstops funds for

change of control put or debt tender if new Senior

Notes issuance is unsuccessful

» The combined company will pursue portfolio

rationalization and debt reduction over the next

twelve months

• Will aggressively but prudently evaluate

accretive divestment opportunities

— To allow optimization of capital

allocation

— To increase liquidity and de-lever

balance sheet

Financing Highlights

(2)

(3)

1 Forest pro forma for 2013 divestitures

2 Reserves as of 12/31/13

3 Average 1Q 2014 production

(2)

(1)

2014 Financial Guidance

14

Pro Forma Combined 2014E Guidance

Low - High Midpoint

Production:

Natural Gas (Mmcf/d) 212 - 234 223

Oil (Bbl/d) 10,731 - 11,860 11,296

Natural Gas Liquids (Bbl/d) 8,552 - 9,452 9,002

Total Production (Mmcfe/d) 328 - 362 345

Total Production (Mboe/d) 55 - 60 58

Operating Expenses:

Lease Operating / Workover Expense $0.75 - $0.85 $0.80

Marketing, Transportation, Processing $0.25 - $0.35 $0.30

Production & Ad Valorem Taxes (1) $0.35 - $0.40 $0.38

General & Administrative Expense $0.39 - $0.44 $0.42

Total Operating Expense ($ / Mcfe) $1.74 - $2.04 $1.89

Capex:

Total Capex ($ millions) $800 - $825

1 Production taxes assume price deck of $3.50/Mcf gas and $85/Bbl oil.

Conclusions

15

» Extensive overlap in top two asset areas: East Texas and Eagle Ford

» Creates a leading East Texas position of ~207,000 net acres

• Compelling inventory of high return, liquids-rich Cotton Valley Sand opportunities

• Significant inventory of Haynesville drilling opportunities with compelling current economics and

significant upside value

» Complementary positions in the Eagle Ford, creating significant scale of ~65,000 net acres

• Sabine’s Eagle Ford results top 10% in the industry in 2013

» Combined 12/31/13 proved reserves of 1.5 Tcfe (71% gas) and 2014E production of ~345 Mmcfed

(65% gas) based on respective company guidance

» Substantial production and cash flow growth

• Over 20% pro forma 2014E production growth

» Cost savings from reduced overhead and streamlined operations

» Ability to optimize capital allocation on $800 - $825 million capital program

» Will apply top tier operational results across portfolio

» Liquidity to fund drilling program through 2015 without accessing capital markets

» Clear path to improving balance sheet through property divestments and optimized capital

allocation - to be implemented as a top priority

» First Reserve, an energy-focused private equity firm, remains a controlling shareholder

Complementary

Asset Positions

Scale and

Growth

Operating

Synergies

Capitalization

Appendix

16

Last Closing Date Transaction Step

Sabine Oil & Gas Holdings

II LLC

Sabine Oil & Gas LLC

(1)

Forest’s existing 7.25% Senior Notes due 2019

(the “Forest 2019 Notes”).

Forest’s existing 7.5% Senior Notes due 2020

(the “Forest 2020 Notes”).

Sabine’s existing Second Lien Term

Loan Due 2018 (the “Sabine

Second Lien Term Loan”).

Sabine’s existing 9.75% Senior

Notes due 2017 (the “Sabine 2017

Notes”).

Sabine Oil & Gas Corporation

(“SABO”) (formerly New Forest Oil Inc.)

Forest Oil Corporation

(1) SOGH II and Sabine O&G will

be merged with and into Forest

Oil Corporation, with Forest Oil

Corporation surviving.

Shareholders

Sabine Oil & Gas Holdings LLC

Resulting Debt Structure After Closing Date Transactions

Forest and Sabine Subsidiaries(3)/Assets

New

$1,000 MM Borrowing Base Revolving Credit Facility

Existing

$578 MM Forest 2019 Notes(2)

$222 MM Forest 2020 Notes(2)

$650 MM Sabine Second Lien Term Loan

$350 MM Sabine 2017 Notes

Forest Oil Corporation (1)

(1) Assumes only existing revolvers are replaced on closing date.

(2) Change of Control tripped; put right exists; backstop financing commitments are in

place for put.

(3) Guarantors of Forest Oil Corporation debt, subject to certain exceptions.

Shareholders

Sabine Oil & Gas Corporation

(“SABO”) (formerly New Forest Oil Inc.)

Sabine Oil & Gas Holdings LLC

(former holdco of Sabine Oil & Gas

LLC)

forest oil - sabine merger presentation - final

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